[8-K] Lazydays Holdings, Inc. Reports Material Event

Rhea-AI Filing Summary

Under Armour, Inc. (ticker: UAA/UA) has filed a Form 4 indicating that board member Mohamed El-Erian acquired 3,338.28 Class C common shares on 07/01/2025.

The shares were issued at $0.00 under the company’s Fiscal Year 2025 Non-Employee Director Compensation Plan, meaning the award represents deferred stock units in lieu of cash director fees rather than an open-market purchase.

After the grant, El-Erian’s direct holdings stand at 172,457.93 Class C shares and 11,650 Class A shares. No derivative positions were reported and no shares were sold.

This filing reflects routine board compensation and is not indicative of a strategic share-accumulation program. The transaction is immaterial relative to Under Armour’s total share count and should have negligible impact on valuation or governance dynamics.

Insights

Portfolio Manager

TL;DR: Routine director fee deferral; negligible valuation impact.

The 3,338-share award—worth roughly low six figures—adds less than 0.01% to total shares outstanding. Because the units were issued at no cost under a pre-existing compensation plan, the market should treat this as administrative rather than a signal of insider conviction. I assign a neutral (0) impact rating.

Corporate Governance Expert

TL;DR: Standard equity-based board pay; maintains alignment.

Using deferred stock units links director compensation to shareholder value without cash outlay, aligning interests while conserving cash. The practice is commonplace across S&P 500 boards and doesn’t materially shift governance risk. Impact neutral.

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UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, D.C. 20549

FORM 8-K

CURRENT REPORT

Pursuant to Section 13 or 15(d) of

The Securities Exchange Act of 1934

Date of Report (Date of earliest event reported): July 3, 2025

LAZYDAYS HOLDINGS, INC.

(Exact name of registrant as specified in its charter)

Delaware		001-38424		82-4183498
(State or other jurisdiction of incorporation)		(Commission File Number)		(IRS Employer Identification No.)

4042 Park Oaks Blvd., Suite 350, Tampa, Florida		33610
(Address of principal executive offices)		(Zip Code)

Registrant’s telephone number, including area code (813) 246-4999

N/A

(Former name or former address, if changed since last report)

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions (see General Instruction A.2. below):

☐	Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
☐	Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
☐	Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))
☐	Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

Securities registered pursuant to Section 12(b) of the Act:

Title of each class		Trading Symbol(s)		Name of each exchange on which registered
Common stock		GORV		Nasdaq Capital Market

Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).

Emerging growth company ☐

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐

Item 5.07. Submission of Matters to a Vote of Security Holders.

Lazydays Holdings, Inc. (the “Company”) held its annual meeting of stockholders on July 3, 2025 (the “Annual Meeting”). As described in the definitive proxy statement furnished to stockholders in connection with the Annual Meeting, which was filed with the U.S. Securities and Exchange Commission on June 23, 2025 (the “Proxy Statement”), the following matters were voted on by the Company’s stockholders at the Annual Meeting: (1) the election of Susan Scarola as a Class A director, to serve until the 2028 annual meeting of stockholders, or until her successor shall have been duly elected and qualified; (2) the ratification of the appointment of RSM US LLP as the Company’s independent registered public accounting firm for the fiscal year ending December 31, 2025; (3) the approval, on an advisory basis, of the compensation of the Company’s named executive officers; (4) the approval of an amendment to the Company’s Amended and Restated 2018 Long-Term Incentive Plan, as amended (the “2018 Plan”), to increase the number of authorized shares of the Company’s common stock, par value $0.0001 per share (“common stock”), that may be issued under the 2018 Plan by 12,000,000 (before giving effect to any reverse stock split); and (5) the approval of an amendment to the Company’s Restated Certificate of Incorporation to effect a reverse stock split of the Company’s common stock at a ratio of at least 1-for-2 and up to 1-for-30, as determined by the Company’s Board of Directors (the “Board”) in its discretion and publicly announced prior to the effectiveness of such reverse stock split, subject to the authority of the Board to abandon such amendment. The final voting results for each matter submitted to a vote of stockholders at the Annual Meeting are set forth below. As of June 13, 2025, the record date for the Annual Meeting, there were 110,294,164 shares of common stock outstanding.

1. Susan Scarola was elected as a Class A director to serve until the 2028 annual meeting of stockholders, or until her or her successor shall have been duly elected and qualified, by the votes set forth below:

		Votes For				Against				Abstain				Broker Non- Votes
Susan Scarola			93,859,069				582,204				56,586				—

2. The appointment of RSM US LLP as the Company’s independent registered public accounting firm for the fiscal year ending December 31, 2025, was ratified by the stockholders by the votes set forth below:

For:			94,033,712
Against:			413,627
Abstain:			50,520

3. The approval, on an advisory basis, of the compensation of the Company’s named executive officers was ratified by the stockholders by the votes set forth below:

For:			93,921,880
Against:			518,270
Abstain:			57,709
Broker Non-Votes:			—

4. The approval of an amendment to the 2018 Plan to increase the number of authorized shares of common stock that may be issued under the 2018 Plan by 12,000,000 (before giving effect to any reverse stock split) was ratified by the stockholders by the votes set forth below:

For:			93,658,759
Against:			819,248
Abstain:			19,852
Broker Non-Votes:			—

5. The approval of an amendment to the Company’s Restated Certificate of Incorporation to effect a reverse stock split of the Company’s common stock at a ratio of at least 1-for-2 and up to 1-for-30, as determined by the Board in its discretion and publicly announced prior to the effectiveness of such reverse stock split, subject to the authority of the Board to abandon such amendment, was ratified by the stockholders by the votes set forth below:

For:			94,366,452
Against:			115,193
Abstain:			16,214
Broker Non-Votes:			—

SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.

	LAZYDAYS HOLDINGS, INC.
July 3, 2025	By:	/s/ Ronald K. Fleming
Date		Ronald K. Fleming
		Interim Chief Executive Officer

FAQ

How many Under Armour Class C shares did Mohamed El-Erian acquire?

He received 3,338.28 Class C shares in the form of deferred stock units.

What was the transaction price for the shares?

The shares were issued at $0 because they are part of a director compensation plan.

What is El-Erian’s total Class C ownership after the transaction?

His direct Class C holdings total 172,457.93 shares.

Did the filing report any sales of Under Armour stock?

No. The Form 4 shows only an acquisition; no shares were sold.

Does this Form 4 imply insider optimism about UAA stock?

Not necessarily; the shares were awarded as routine director fees rather than purchased on the open market.